RYE, N.Y., Aug. 9 /PRNewswire-FirstCall/ -- Jarden Corporation (NYSE: JAH) today announced that it has successfully completed its acquisition of K2 Inc. (NYSE: KTO). The transaction is valued at approximately $1.2 billion , including the assumption or repayment of indebtedness. Under the terms of the agreement, K2 shareholders received 0.1118 of a share of Jarden common stock plus $10.85 in cash, for each share of K2 common stock held at closing.
As previously announced on April 24, 2007 , Jarden entered into a definitive agreement under which Jarden has now acquired all of the outstanding shares of K2 common stock. The transaction was completed yesterday, following approval of the merger by K2 shareholders at a special meeting of shareholders. With the closing of the transaction, trading in K2 common stock was halted at the close of business yesterday.
In connection with the completion of the acquisition, K2 purchased, as part of its previously announced tender offer and consent solicitation, approximately $199 million , or approximately 99.5%, of the aggregate principal amount of its outstanding 7-3/8% Senior Notes due 2014 (the 'Notes'). As a result of the purchase, the amendments to the Indenture pursuant to which the Notes were issued, effected by the Eighth Supplemental Indenture, became operative.
The combination with K2 strengthens Jarden's Outdoor Solutions segment through the addition of brands such as K2(R), Marker(R), Marmot(R), Penn(R), Rawlings(R), Shakespeare(R), Volkl(R) and Worth(R).
Commenting on the transaction, Martin E. Franklin, Chairman and Chief Executive Officer of Jarden, said, 'We are extremely pleased to announce the completion of our acquisition of K2. This accretive transaction represents the continuation of our strategy to create shareholder value by building our portfolio of diversified, market-leading, niche consumer product brands through acquisitions and organic growth. Adding K2's broad range of well- known brands to our already diverse portfolio creates cross-selling opportunities both domestically and internationally, expands our presence in specialty channels, and offers both future revenue and cost synergy opportunities. In addition, adding K2 has the effect of flattening Jarden's working capital cycle, as the first quarter has historically been Jarden's highest cash flow use quarter and K2's strongest cash flow quarter. Finally, I would like to welcome all of K2's employees to the Jarden family and look forward to working with them to maximize the opportunities this transaction will bring to Jarden.'
Richard J. Heckmann, K2's Executive Chairman of the Board, said, 'Through our merger with Jarden, we have delivered value to our shareholders, joined two companies with a shared culture of developing strong brands and highly valuing our employee base, and formed a strong platform from which to grow the businesses. We have worked closely with Jarden over the last several months to prepare for a smooth transition. Now that the merger has been completed, I look forward to joining Jarden's board of directors later this year and helping to guide the future success of the combined company.'
This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer to purchase the Notes is only being made pursuant to the tender offer and consent solicitation documents that K2 is distributing to holders of Notes, including the Offer to Purchase. The tender offer and consent solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer or consent solicitation are required to be made by a licensed broker or dealer, they shall be deemed to be made by Lehman Brothers Inc. on behalf of K2.
About Jarden Corporation:
Jarden Corporation is a leading provider of niche consumer products used
in and around the home. Jarden operates in three primary business segments
through a number of well recognized brands, including: Branded Consumables:
Ball(R), Bee(R), Bicycle(R), Crawford(R), Diamond(R), Dicon(R), First
Alert(R), Forster(R), Hoyle(R), Java Log(R), Kerr(R), Lehigh(R), Leslie-
Locke(R), Loew-Cornell(R) and Pine Mountain(R); Consumer Solutions:
Bionaire(R), Crock-Pot(R), FoodSaver(R), Harmony(R), Health o meter(R),
Holmes(R),
Note: This news release contains 'forward-looking statements' within the meaning of the federal securities laws and is intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements regarding the outlook for Jarden's markets and the demand for its products, estimated sales, segment earnings, earnings per share, future cash flows from operations, future revenues and margin requirement and expansion, the success of new product introductions, growth in costs and expenses and the impact of acquisitions, divestitures, restructuring and other unusual items, including Jarden's ability to integrate and obtain the anticipated results and synergies from its acquisitions. These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause results to vary is included in the Company's periodic and other reports filed with the Securities and Exchange Commission.
SOURCE Jarden Corporation
